Exhibit 3.1(c)

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.

a Delaware corporation

International Remote Imaging Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), hereby certifies as follows:

1. That the first paragraph of Article FOURTH of the Certificate of Incorporation of the Company is hereby amended to read in full as follows:

“The total number of shares of all classes of stock which the corporation shall have authority to issue is fifty-three million (53,000,000) shares, consisting of fifty million (50,000,000) shares of Common Stock, having a par value of $.01 per share (the “Common Stock”) and three million (3,000,000) shares of Preferred Stock, having a par value of $.01 per share (the “Preferred Stock”).

2. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by approval of the Board of Directors of the Company at its meeting on March 25, 2001.

3. That the foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law by the affirmative vote of the holders of at least a majority of the outstanding Common Stock of the Company entitled to vote thereon at the annual meeting of stockholders on June 1, 2001. There are no other classes of stock outstanding entitled to vote on this amendment.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment of Certificate of Incorporation to be duly executed by its authorized officer this 1^st day of June, 2001.

International Remote Imaging Systems, Inc.
By:	/s/ Donald E. Horacek
	Donald E. Horacek, Secretary